21st Century Fox's Response to Statement by the UK's Secretary of State for Digital, Culture, Media and Sport in respect of 21st Century Fox's cash offer for Sky plc

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New York, NY - September 12, 2017 - 21st Century Fox (21CF) notes today's statement by the Secretary of State for Digital, Culture, Media and Sport that she still intends to refer 21CF's proposed acquisition of the remaining shares of Sky to the Competition and Markets Authority (CMA) for a further in-depth review of the media plurality public interest consideration, and she is now minded to refer the acquisition also in respect to the commitment to broadcasting standards subject to a period of consultation, having previously stated she was minded to clear the combination on that ground.

Ofcom, the expert independent regulator on UK broadcasting, undertook a robust and rigorous review of our commitment to the Broadcast Code, concluding 21CF and Sky have records of compliance consistent with other comparable license holders, including the Public Service Broadcasters. Furthermore, in its advice to the DCMS dated August 25, 2017, Ofcom reiterated its position having reviewed new representations, stating: We consider there are not sufficient concerns that may justify a reference in relation to the broadcast standards consideration. We are therefore disappointed that the Secretary of State has chosen not to follow the unequivocal advice of the independent regulator, which is the expert body tasked with enforcing the Broadcast Code. As the correspondence between DCMS and Ofcom makes clear, we do not believe that there are grounds for the Secretary of State to change her previous position.

21CF has engaged with the regulatory process relating to this transaction since the outset and will continue to do so. The proposed acquisition was originally announced in December 2016 and was formally notified to the European Commission (starting the overall formal review process on March 3, 2017). We are surprised that after independent regulatory scrutiny and advice, and over four months to examine the case, the Secretary of State is still unable to form an opinion. We urge the Secretary of State to take a final decision quickly. We look forward to engaging with the CMA on their in-depth review as soon as possible.

Subject to any further delays in the decision-making process, we anticipate that the transaction will close by June 30, 2018.

About 21st Century Fox

21st Century Fox is the worlds premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent. ownership interest in Endemol Shine Group. The Company also holds approximately 39.1 per cent. of the issued shares of Sky, Europe's leading entertainment company, which serves 22 million customers across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

Enquiries

Investors

Reed Nolte

1 212-852-7092

Mike Petrie

1 212-852-7130

Media

Nathaniel Brown

1 212-852-7746

Miranda Higham

44 207-019-5632

Further information

Reference is made to the announcement made on 15 December 2016 by the 21st Century Fox Board and the Independent Committee of Sky that they had reached agreement on the terms of a recommended pre-conditional cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own (the Acquisition ). The full terms and conditions of the Acquisition are set out in the announcement which was published on 15 December 2016 (the Offer Announcement ). Terms used but not defined in this announcement (the Announcement) have the meanings given in the Offer Announcement unless the context requires otherwise.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. Sky Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Information relating to Sky Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Sky Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sky may be provided to 21st Century Fox during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any j

LINK:	https://www.21cf.com/news/21st-century-fox/2017/21st-century-fox-respo...
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